SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limiting the
generality of the foregoing, provisions concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion
or exchange, and such other subjects or matters as may be fixed by resolution or exchange, and such other subjects or matters as may
be fixed by resolution of our board of directors under the General Corporation Law of the State of Delaware. In no event shall any
holder of any series of preferred stock have more than one vote per whole share of preferred stock.
We have issued 70,272 shares of Series D non-voting convertible preferred stock (“Series D Preferred Stock”). Each share of
Series D Preferred Stock is convertible at any time by the holder into 15.96 shares of our common stock. The conversion rate is
subject to adjustment in the event we take certain actions such as paying a dividend in stock or splitting its common stock into a
smaller number of shares. Dividends are paid on the Series D Preferred Stock when, as and if declared by our board of directors, out
of any of our funds legally available for the payment of such dividends. The Series D Preferred Stock has a preference of $100 per
share over our common stock in the event of liquidation or dissolution of the Company. In such event, the Series D Preferred Stock
holders will be entitled to receive the liquidation value of their stock which is $100 per share, from funds lawfully available.
In January 2008, we designated 5,751 shares as no par, Series E perpetual preferred stock (“Series E Preferred Stock”), of which
5,001 of these shares are reserved for issuance pursuant to a stock purchase contract with National City Preferred Capital Trust I. The
stock purchase date is expected to be December 10, 2012, but could occur earlier or later, under certain conditions. In January 2008,
we also designated 1,725 shares as no par, Series F preferred stock (“Series F Preferred Stock”), of which 1,500 of these shares were
issued. Both the Series E Preferred Stock and Series F Preferred Stock will rank senior to the common stock and on parity with the
Series D Preferred Stock and the Series G Preferred Stock in the event of liquidation or dissolution of the Company. Both the Series E
Preferred Stock and Series F Preferred Stock have a liquidation value of $100,000 per share. Both series are noncumulative with
respect to dividends and will have limited voting rights except in the event of nonpayment of dividends and certain other events.
Holders of both the Series E Preferred Stock and the Series F Preferred Stock will be entitled to receive dividends, when and as
declared by our board of directors. Series E Preferred Stock shall be redeemable at our option, and subject to Federal Reserve
approval, at any date after December 10, 2012. Series F Preferred Stock shall be redeemable at our option, subject to Federal Reserve
approval, at any date after February 1, 2013. Subject to these conditions, both Series E Preferred Stock and Series F Preferred Stock
may be redeemed for $100,000 per share plus any declared but unpaid dividends. We will be limited in our right to redeem both
Series E Preferred Stock and Series F Preferred Stock prior to ten years after their initial issuance dates by a replacement capital
covenant. Pursuant to this covenant, we must have received proceeds from the issuance of equity or hybrid securities that qualify as
Tier I capital and may be required to obtain the approval of the Federal Reserve. The current beneficiaries of this limitation are the
holders of our 6.875% subordinated notes due 2019.
Description of the Warrants
The following is a summary of the material terms and provisions of the Warrant issued to an affiliate of Corsair Capital LLC,
such affiliate, referred to as “Corsair”, a form of which was filed with the SEC as an exhibit to Form 8-K on April 23, 2008, and is
incorporated by reference into this prospectus supplement. Stockholders are urged to read such form of warrant in its entirety; the
Warrants issued to investors other than Corsair are substantially similar to the terms of such form of warrant. While National City
believes this summary covers the material terms and provisions of the Warrant issued to Corsair, it may not contain all of the
information that is important to you and is qualified in its entirety by reference to such form of warrant.
Exercise of Warrants
The Warrant issued to Corsair (together with a third party transferee of Corsair) entitles it (and such third party transferee) to,
upon exercise in the manner described below, acquire up to 39,250,000 shares of common stock in the aggregate. The Warrants issued
to the other investors entitle them to, upon exercise in the manner described below, acquire up to 22,500,000 shares of common stock
in the aggregate. The Warrants can only be
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